EANS-General Meeting: Andritz AG
Invitation to the General Meeting
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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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We herewith invite our shareholders to the
105th Annual General Meeting of Shareholders
on Thursday, March 22, 2012 at 10:30 a.m.
Venue: Steiermarksaal at Grazer Congress,
Schmiedgasse 2, 8010 Graz, Austria.
Agenda
1. Presentation of the audited Financial Statements including Status Report
and Corporate Governance Report as of December 31, 2011, as well as the
Consolidated Financial Statements including Consolidated Status Report as
of December 31, 2011, and the Supervisory Board´s Report for the 2011
business year.
2. Resolution on distribution of the Net Earnings shown in the Financial
Statements as of December 31, 2011.
3. Resolution on discharge of the Executive Board Members for the 2011
business year.
4. Resolution on discharge of the Supervisory Board Members for the 2011
business year.
5. Resolution on the remuneration for the Supervisory Board Members for the
2011 business year.
6. Appointment of the auditor for the Financial Statements and Consolidated
Financial Statements for the 2012 business year.
7. Appointment of one person to the Supervisory Board.
8. Resolution on a share split in a ratio of 1:2, whereby the number of shares
will increase to 104,000,000 and the proportionate amount of the stock
capital will be EUR 1.- per no-par value share in the future, and on the
corresponding amendment to the Company´s Articles of Association in Article
4, para. (2).
9. Resolution on the amendment to the Articles of Association in Articles 6
and 20, para. (1), to comply with the modified legal requirements, in
particular as a result of the Austrian Company Law Amendment Act 2011.
10. Resolution on a share option program.
DOCUMENTS FOR THE ANNUAL GENERAL MEETING
As of March 1, 2012, the following documents will be available for inspection by
the shareholders at the Company´s headquarters at 8045 Graz, Stattegger Strasse
18, Investor Relations Department, Dr. Michael Buchbauer:
- Financial Statements including Status Report,
- Corporate Governance Report,
- Consolidated Financial Statements including Consolidated Status Report,
- Proposal on the use of Net Earnings,
- Report by the Supervisory Board,
each relating to the 2011 business year;
- Draft resolutions,
- Curriculum vitae of the candidate to be appointed to the Supervisory Board
under item 7 on the agenda and statement in compliance with sec. 87 para. 2
AktG,
- Comparison of the previous and new versions of the Articles of Association,
- Draft for share option program 2012.
Each shareholder will be sent a copy of the aforementioned documents upon
request immediately and free of charge.
These documents, as well as the complete text of this convocation and the forms
for appointing and revoking appointment of a proxy, will also be available on
the Company's Internet site at www.andritz.com as from March 1, 2012, and at the
General Meeting.
INFORMATION ON SHAREHOLDER RIGHTS UNDER SECTIONS 109, 110, and 118 AktG
Shareholders whose aggregate shareholding equals 5% or more of the Company´s
share capital may request in writing that additional items be put on the agenda
for this Annual General Meeting and be made public provided they have held this
stake for a minimum of three months before the request is made. A written
request in this regard must be delivered to ANDRITZ AG, 8045 Graz, Stattegger
Strasse 18, Investor Relations Department, Dr. Michael Buchbauer, or by fax (+43
316 6902 425) by March 1, 2012, at the latest. For shares held in a securities
deposit account, confirmation of holdings in accordance with sec. 10a AktG shall
suffice as proof of shareholder status. The confirmation of holdings, which must
not be more than seven days old on the date of submission to the Company, shall
confirm that the shareholder has held the shares for a minimum of three months
on the date of making the request. For all other requirements concerning the
confirmation of holdings, please refer to the information on the right to
participate.
Shareholders whose aggregate shareholding equals 1% or more of the Company´s
share capital may submit draft resolutions, accompanied by a statement of the
respective reasons, in text form for each item on the agenda and request
publication of the draft resolution and statement of the reasons therefore on
the Company´s Internet site.
A request in text form in this regard must be delivered to the Company not later
than March 13, 2012, either by fax (+43 316 6902 425), by mail to ANDRITZ AG,
8045 Graz, Stattegger Strasse 18, Investor Relations Department, Dr. Michael
Buchbauer, or by e-mail to michael.buchbauer@andritz.com (a request in text
form, e.g. as a PDF file, must be attached to the e-mail). For shares held in a
securities deposit account, confirmation of holdings in accordance with sec. 10a
AktG, which must not be more than seven days old on the date of submission to
the Company, shall suffice as proof of the shareholder status for exercise of
this shareholder right. For all other requirements concerning the confirmation
of holdings, please refer to the information on the right to participate.
For bearer shares not held in a securities deposit account, written confirmation
by a notary public shall suffice as proof, to which the requirements as stated
above shall apply mutatis mutandis.
Each shareholder shall have the right to ask questions on Company matters and
have these questions answered in the Annual General Meeting to the extent that
the information requested is necessary for proper evaluation of one of the items
on the agenda.
Further information on shareholder rights under sections 109, 110, and 118 AktG
is available on the Company´s Internet site at www.andritz.com.
RECORD DATE AND PARTICIPATION IN THE ANNUAL GENERAL MEETING
The right to participate in the Annual General Meeting, the right to vote, and
to exercise all other shareholder rights during the Annual General Meeting
depend on the shares held at the end of March 12, 2012 (record date).
Participation is limited to persons who are in possession of shares on the
record date and supply proof thereof to the company.
Bearer shares held in a securities deposit account
For bearer shares held in a securities deposit account, confirmation of holdings
on the record date pursuant to sec. 10a AktG shall suffice as proof of
shareholding. This confirmation of holdings must be delivered not later than
March 19, 2012 to one of the following addresses only:
By mail: ANDRITZ AG
Investor Relations
Att. Dr. Michael Buchbauer
Stattegger Strasse 18
8045 Graz/Austria
By fax: +43 (316) 6902 425
or
by e-mail: michael.buchbauer@andritz.com
Transmission by SWIFT is not permissible (sec. 262 para. 20 AktG).
Bearer shares not held in a securities deposit account
For bearer shares not held in a securities deposit account, written confirmation
by an Austrian notary public shall be delivered to the Company not later than
March 19, 2012 at one of the aforementioned company addresses only.
Confirmation of holdings in compliance with sec. 10a AktG
Confirmation of holdings shall be issued by the depositary bank based in a
member state of the European Economic Area or in a full member state of the OECD
and shall contain the following information:
- Information on the issuer: name/company and address or code commonly used in
business between banks (SWIFT Code),
- Information on the shareholder: name/company, address, date of birth for
natural persons, register and register number for legal persons,
- Information on the shares: number of shares held by the shareholder,
ISIN AT0000730007,
- Number or other identification of the securities deposit account,
- Date to which the confirmation of holdings refers.
The confirmation of holdings as proof of the shareholding shall refer to the
record date stated above, i.e. March 12, 2012.
Confirmation of holdings shall be accepted in German and English.
Giving notice of their intention to participate in the Annual General Meeting
and submission of confirmation of holdings do not block shareholders´ actions
with regard to their shares. Shareholders will still be free to trade their
shares at their own discretion.
PARTICIPATION BY PROXY
Each shareholder entitled to attend the Annual General Meeting has the right to
appoint a proxy holder who may attend the Meeting on his/her behalf, vested with
the same rights as the shareholder.
Transmission of the document of appointment of a proxy holder by SWIFT is not
permissible (sec. 262 para. 20 AktG).
Proxy must be conferred on a specific person (natural or legal) in text form. It
is possible to appoint several proxy holders.
The document of appointment of a proxy holder shall be delivered to the Company
not later than Wednesday, March 21, 2012, 4.00 p.m. at one of the following
addresses only:
By mail ANDRITZ AG
Investor Relations
Att. Dr. Michael Buchbauer
Stattegger Strasse 18
8045 Graz
Austria
By fax: +43 (316) 6902 425
By e-mail: michael.buchbauer@andritz.com
(the proxy must be attached to the e-mail in text form,
e.g. as a PDF file)
On the day of the Annual General Meeting only:
Personally: at the meeting venue when registering for the Annual General Meeting
A form for appointment of a proxy holder and a form for revocation of proxy will
be sent to shareholders upon request or can be downloaded from the Company´s
Internet site at www.andritz.com.
The above-stated requirements for appointment of a proxy holder shall apply
mutatis mutandis for revocation of proxy.
If a shareholder has appointed his/her depositary bank as proxy holder, the bank
need only submit notification of its appointment as a proxy holder in addition
to the confirmation of holdings.
Total number of shares and voting rights
At the date of convocation of the Annual General Meeting, the Company´s share
capital amounts to EUR 104,000,000.- and is divided into 52,000,000 no-par value
shares. Each share represents one vote. The Company holds 399,897 own shares at
the date of convocation of the General Meeting. No rights accrue to the Company
from these shares. Thus, the total number of shares entitled to participate and
vote amounts to 51,600,103 at the date of convocation of the General Meeting.
To allow for a smooth admission procedure, shareholders are requested to arrive
in good time before the General Meeting starts and identify themselves at the
registration counter presenting confirmation of holdings or valid photo-bearing
identification (driver´s license, passport, ID card). Admission to collect
voting cards will begin at 10.00 a.m.
A special service has been set up for shareholders who are prevented from taking
part in the Annual General Meeting in person. These shareholders can have their
voting rights in the Annual General Meeting exercised by an independent proxy
exercising the voting rights entirely according to and bound by the instructions
of the shareholder in question. All shareholders wishing to avail themselves of
this service, which is provided free of charge, are requested to contact Dr.
Michael Buchbauer, ANDRITZ AG: phone: +43 (316) 6902 2979, fax +43 (316) 6902
425, or e-mail: michael.buchbauer@andritz.com.
Graz, February 2012
The Executive Board
Further inquiry note:
Dr. Michael Buchbauer
Head of Group Treasury, Corporate Communications & Investor Relations
Tel.: +43 316 6902 2979
Fax: +43 316 6902 465
mailto:michael.buchbauer@andritz.com
end of announcement euro adhoc
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issuer: Andritz AG
Stattegger Straße 18
A-8045 Graz
phone: +43 (0)316 6902-0
FAX: +43 (0)316 6902-415
mail: welcome@andritz.com
WWW: www.andritz.com
sector: Machine Manufacturing
ISIN: AT0000730007
indexes: WBI, ATX Prime, ATX, ATX five
stockmarkets: official market: Wien
language: English
Original-Content von: Andritz AG, übermittelt durch news aktuell